Dario Franchitti slipped the wreath over his head and took a healthy sip of cool milk in the 91-degree mid-afternoon heat in Victory Circle at the Indianapolis Motor Speedway. First, however, he donned a pair of white cardboard sunglasses -- a tribute to longtime friend, teammate, competitor and fellow Indianapolis 500 champion Dan Wheldon.

“Now my face on the Borg-Warner Trophy will be on either side of Dan's,” Franchitti said of the 2011 race winner who died in October from injuries suffered in racing accident.

Franchitti became the seventh member of the three-time Indianapolis 500 winners club, holding off charges from Target Chip Ganassi Racing teammate Scott Dixon, Takuma Sato and Tony Kanaan over the final five laps following a restart.

Franchitti, the reigning IZOD IndyCar Series champion, won under caution as Sato's No. 15 Rahal Letterman Racing car made slight contact with the left side Franchitti's No. 50 Target Chip Ganassi Racing car while running side-by-side for the lead on the white flag lap. That shot Sato's car up the track and into the Turn 1 SAFER Barrier, bringing out the yellow flag.

Franchitti led teammate Scott Dixon and Kanaan under the twin checkered flags to cap a wild and entertaining race featuring the new car-engine package. There were a record 34 lead changes among 10 drivers, including eight passes for the lead in the final 25 laps.

Franchitti said he saw Sato approaching, hugging the white line at the bottom of the track.

"We turned into the corner, I gave him a load of room, with the tight line, he lost the rear," Franchitti said. "Turn 1 was the trickiest corner. If you went in with a tight line, it tended to get a bit loose. He lost the rear, came around and hit us. I managed to catch it."

Sato, seeking to become the first Japanese winner of the 500 Mile Race, had a different perspective.

“I was going for the win,” said Sato, who posted a career-best third place at Sao Paulo, Brazil, a month earlier. “On the last restart, we jumped from seventh to fifth, then taking fourth, third, second. I kept pushing and overtaking. On the very last lap I had a good tow from Dario. I thought I had the job done. But he kept pushing and didn’t give me enough room so that I was well below the white line."

A few minutes later, in Victory Circle, Franchitti looked to the sky as a salute to Wheldon.

"Thank you to all the fans for saluting our buddy Dan today," said Franchitti, who previously won in 2010 and 2007 (both also under caution), over the PA system. What a race. DW would be proud of that one."

A few minutes afterward, he and wife Ashley Judd were joined on the victory lap by Susie Wheldon, who earlier in the weekend accepted the Champion of Champions ring and "Baby Borg" trophy on behalf of her husband.

Franchitti, who claimed the lead for the first time on a Lap 152 restart, started 16th but found himself at the rear of the field following a pit lane incident during his first stop when he was hit from behind by E.J. Viso and spun while approaching his pit box.

“Credit to Dario. He had a bad start to the day and came through the field," said Dixon, a two-time Indy 500 winner. "It’s a 1-2 finish for Target on their 50th anniversary. You couldn’t have it a better way. I just wish the No. 9 was first. He drove a hell of a race and definitely deserved it.”

Kanaan, seeking his first victory in his 11th 500 Mile Race and driving the No. 11 car (“my favorite number”) for KV Racing Technology, had taken the lead on a Lap 184 restart.

“To lose the race this way, battling until the end … it’s not a loss,” said Kanaan, who earned his fourth top-five finish. “I had a lot of fun. The first thing I did when I passed the five cars on the restart I looked at the grandstands because I wanted to see the people. They were all up and cheering for me. It’s awesome. I love this place. What a great way, what a great race to honor Dan Wheldon today.”

Oriol Servia jumped from the 27th starting spot to finish fourth and pole sitter Ryan Briscoe was fifth. James Hinchcliffe, who started from the middle of the front row, finished sixth and Justin Wilson also had an Indy-best seventh-place finish. Charlie Kimball overcame a practice crash a week earlier to finish eighth, and Townsend Bell was ninth.

"The car was able to overtake beautifully," said Wilson, who advanced 14 positions relative to his starting spot to record his third top-10 finish in the five IZOD IndyCar Series races of the season. "We would get shuffled back a few spots, but then we could immediately pick off those spots in a lap or two. If we didn't have the restarts at the end of the race it might have been a different outcome for the Sonny's Bar-B-Q Honda."

Three-time winner Helio Castroneves was 10th and Rubens Barrichello was the highest finishing rookie in 11th.